Integrated Device Technology, Inc. (IDT ®; NASDAQ: IDTI), the Analog and Digital Company™ delivering essential mixed-signal semiconductor solutions, through a wholly owned subsidiary, is commencing today an exchange offer to acquire all outstanding shares of common stock of PLX Technology, Inc. (NASDAQ: PLXT) for (i) $3.50 in cash and (ii) 0.525 shares of IDT common stock for each PLX common share outstanding, without interest and less any applicable withholding taxes. The exchange offer is being made pursuant to a Prospectus/Offer to Purchase, dated May 22, 2012, and in connection with an Agreement and Plan of Merger, dated April 30, 2012 (the “ Merger Agreement”), which IDT and PLX previously announced on April 30, 2012.
The exchange offer and any withdrawal rights to which PLX’s stockholders may be entitled will expire at 12:00 midnight EST on June 20, 2012, unless the exchange offer is extended in accordance with the Merger Agreement or applicable law. Participants in the PLX Employee Stock Ownership Plan (the “ESOP”) must provide instructions to Union Bank N.A. (acting on behalf of U.S. Bank National Association) to tender, or not tender, the shares allocated to their accounts under the ESOP no later than 5 p.m. EST on June 15, 2012, unless the exchange offer is extended in accordance with the Merger Agreement or applicable law. Following the acceptance for payment of shares in the exchange offer and completion of the transactions contemplated in the Merger Agreement, PLX will become a wholly-owned subsidiary of IDT.
There is no financing condition to the exchange offer. The closing of the exchange offer is subject to various conditions set forth in the Merger Agreement, including, but not limited to (i) the valid tender into the exchange offer, without proper withdrawal, of a number of shares of PLX common stock that, together with shares of PLX common stock then directly or indirectly owned by IDT, represents at least a majority of the outstanding shares of PLX common stock, on a fully diluted basis, and no less than a majority of the voting power of PLX’s capital stock, on a fully diluted basis, and entitled to vote upon the adoption of the Merger Agreement and approval of the merger, (ii) the expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, (iii) the registration statement for IDT’s common stock issuable in connection with the exchange offer and the second step merger being declared effective by the Securities and Exchange Commission (“ SEC”) and not subject to any stop order issued by the SEC or proceeding initiated by the SEC seeking a stop order that has not been concluded or withdrawn, (iv) the approval of the listing of such shares on NASDAQ and (v) the absence of any Company Material Adverse Effect (as defined in the Merger Agreement and described in the Prospectus/Offer to Purchase) with respect to PLX’s business. Subject to the terms of the Merger Agreement, IDT reserves the absolute right in its sole discretion to waive any of the specified conditions of the exchange offer in the case of any shares tendered; provided, however, that the conditions described in clauses (i) through (iv) of this paragraph shall not be waivable and may not be waived by IDT.
The complete terms and conditions of the exchange offer are included in the Prospectus/Offer to Purchase, letter of transmittal and other related materials to be filed by IDT with the SEC today. In addition, PLX will also file today a Solicitation/Recommendation Statement with the SEC relating to the exchange offer and describing the Board of Directors of PLX’s unanimous recommendation that PLX stockholders tender their shares into the exchange offer.
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